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RES-2017-176RESOLUTION NO.2 017 —17 6 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING THE EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE AGREEMENT, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT IN CONNECTION WITH THE ISSUANCE BY THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY OF ITS ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY SEWER REVENUE BONDS, SERIES 2018, APPROVING THE FORM OF AN INDENTURE PURSUANT TO WHICH SAID BONDS ARE TO BE ISSUED, AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING OTHER MATTERS RELATED THERETO WHEREAS, the Anaheim Public Financing Authority previously issued its Anaheim Public Financing Authority Sewer Revenue Bonds, Series 2007 (the "Prior Bonds"); WHEREAS, the Prior Bonds were issued to finance certain improvements (the "Existing Improvements") to the sewage and wastewater system of the City of Anaheim (the "City"); WHEREAS, the Prior Bonds are payable from and secured by installment payments to be made by the City pursuant to the Installment Purchase Agreement, dated as of May 1, 2007 (the "Prior Installment Purchase Agreement"), by and between the City and the Anaheim Public Financing Authority; WHEREAS, pursuant to the Prior Installment Purchase Agreement, the City desires to refinance the Existing Improvements by exercising its right to cause the outstanding Prior Bonds to be refunded and redeemed; WHEREAS, the City desires to finance certain additional improvements (the "Additional Improvements") to its sewage and wastewater system; WHEREAS, pursuant Article 4 of the Joint Exercise of Powers Act (6500 et seq. of the California Government Code) (the "Act"), the Anaheim Housing and Public Improvements Authority (the "Authority") is authorized to issue bonds for financing and refinancing public capital improvements or projects whenever there are significant public benefits, as determined by the City; WHEREAS, the City has determined that there are significant public benefits to be derived from securing the assistance of the Authority in refinancing the Existing Improvements and financing the Additional Improvements, in that the City and the Authority will benefit from demonstrable savings in effective interest rates as a result of the issuance of bonds by the Authority pursuant to Article 4 of the Act; OHSUSA 767407840.4 WHEREAS, in order to provide funds to refinance the Existing Improvements by refunding and redeeming the Prior Bonds and to finance the Additional Improvements, the Authority and the City desire that the Authority issue its Anaheim Housing and Public Improvements Authority Sewer Revenue Bonds, Series 2018 (the "Bonds"); WHEREAS, the Bonds will be payable from and secured by installment payments to be made by the City pursuant to an Installment Purchase Agreement by and between the City and the Authority (such Installment Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Installment Purchase Agreement"); WHEREAS, the Bonds will be issued pursuant to an Indenture (the "Indenture") by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"); WHEREAS, Wells Fargo Bank, N.A. (the "Underwriter"), has presented the Authority and the City with a form of Bond Purchase Agreement, pursuant to which the Underwriter proposes to purchase the Bonds (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Agreement"); WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Bonds, the underwriter thereof must have reasonably determined that the issuer thereof has, or one or more appropriate obligated persons have, undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; WHEREAS, in order to cause such requirement to be satisfied, the City desires to enter into a Continuing Disclosure Agreement with the Trustee relating to the Bonds (such Continuing Disclosure Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Continuing Disclosure Agreement"); WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Bonds has been prepared (such Preliminary Official Statement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"); WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the Installment Purchase Agreement; (b) the Indenture; (c) the Purchase Agreement; (d) the Continuing Disclosure Agreement; and 2 OHSUSA 767407840.4 (e) the Preliminary Official Statement; WHEREAS, the City Council of the City (the "City Council") desires to authorize the issuance of the Bonds and the execution of such documents and the performance of such acts as may be necessary or desirable to effect the issuance of the Bonds, the refinancing of the Existing Improvements by refunding and redeeming the Prior Bonds and the financing the Additional Improvements; NOW, THEREFORE, the City Council of the City of Anaheim does hereby resolve, determine and order as follows: Section 1. The above recitals are true and correct, and the City Council so finds and determines. Section 2. The Installment Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Mayor of the City, and such other members of the City Council as the Mayor may designate, the City Manager of the City, the Finance Director of the City, the Deputy Finance Director of the City and such other officers of the City as the City Manager may designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the City, to execute and deliver the Installment Purchase Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Installment Purchase Agreement by such Authorized Officer; provided, however, that the aggregate principal amount of Installment Payments payable by the City under the Installment Purchase Agreement shall not exceed $54,000,000, the term of the Installment Purchase Agreement shall not extend beyond February 1, 2048 and the true interest cost applicable to the Installment Payments payable by the City under the Installment Purchase Agreement shall not exceed 4.00% per annum. Section 3. Subject to the provisions of this Section, the issuance of the Bonds to redeem and refund the Prior Bonds in accordance with the terms of the Indenture, in substantially the form presented to this meeting, is hereby approved. The exercise of the right of the City, pursuant to the Prior Installment Purchase Agreement, to cause the Prior Bonds to be redeemed is hereby approved. The refunding of the Prior Bonds shall be accomplished by paying the principal of and interest on the Prior Bonds to and including February 1, 2018 and redeeming the Prior Bonds on February 1, 2018 by paying the redemption price therefor; provided, however, that the Prior Bonds shall be so refunded only if the net present value savings achieved as a result of issuing the Bonds to refund the Prior Bonds is not less than 5.00%. Section 4. The Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the City, to execute and deliver the Purchase Agreement OHSUSA 767407840.4 in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount) from the principal amount of the Bonds in excess of 0.40% of the aggregate principal amount of the Bonds. Section 5. The Continuing Disclosure Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the City, to execute and deliver the Continuing Disclosure Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Continuing Disclosure Agreement by such Authorized Officer. Section 6. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, be and the same is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12). Section 7. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the City, to execute the final Official Statement and any amendment or supplement thereto. Section 8. The Authorized Officers and the officers and employees of the City are, and each of them is, hereby authorized and directed, for and in the name of the City to do any and all things and to execute and deliver any and all documents which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 9. All actions heretofore taken by the officers and employees of the City with respect to the issuance and sale of the Bonds, the refinancing of the Existing Improvements by refunding and redeeming the Prior Bonds and the financing the Additional Improvements, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. 0 OHSUSA 767407840.4 THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this 19th day of December , 2017 by the following roll call vote: AYES: Mayor Tait and Council Members Vanderbilt, Murray, Barnes, Moreno, Kring, and Faessel NOES: None ABSENT: None ABSTAIN: None CITY OF�% AHEIM B Y z? MAYOR OF THE CITY OF ANAHEIM AT G CITY CL RK OF THE CITY OF ANAHEIM 125833 5 OHSUSA 767407840.4 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2017-176 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 19th day of December. 2017 by the following vote of the members thereof: AYES: Mayor Tait and Council Members Vanderbilt, Murray, Barnes, Moreno, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of December. 2017. G CITY CLERK OF THE CITY OF ANAHEIM (SEAL)